20-F










Exhibit 4.11


DATED
November 25th, 2007


PLAZA CENTERS N.V.






INDEMNITY AGREEMENT









DATED November 25th, 2007


PARTIES


	
 

	
 

	
 

	
 


	
1

	
Company

	
 

	
PLAZA CENTERS N.V., a company
  incorporated under the laws of The Netherlands, with registered number
  3324824 whose registered office is at Keizersgracht 241, 1016 EA, Amsterdam,
  The Netherlands 


	
 

	
 

	
 

	
 


	
2

	
Director

	
 

	
____________________________________________________________________





RECITAL


Directors and the officers of companies are
increasingly exposed to claims for loss in relation to actions taken in the
course of their employment and/or directorships. It has become increasingly
apparent that, in order to attract and retain directors of the right calibre,
the Company should protect them to the maximum extent permitted by law against
liability incurred in connection with any claims made against them in relation
to the discharge of their duties as directors and officers and arrange
appropriate directors’ and officers’ liability insurance cover for them.


OPERATIVE PROVISIONS


	
 

	
 


	
1

	
Definitions and interpretation


	
 

	
 


	
1.1

	
In this agreement, the following
  definitions apply:








	
 

	
 

	
 

	
 


	
 

	
Associated Company

	
any body corporate of which at the
  relevant time any Group Company owns more than 20% but less than or equal to
  50% of the issued and outstanding voting shares;


	
 

	
 

	
 


	
 

	
Claim

	
(a)

	
any suit or proceedings including any
  civil proceedings, third party proceedings, counter claim or arbitration
  proceedings brought by any person or organisation against the Director for
  monetary damages or other relief, including non-pecuniary relief;





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(b)

	
any written demand from any person or
  organisation that it is the intention of that person to hold the Director
  responsible for any liability arising out of the actual or purported exercise
  of (or any failure to exercise) any of his powers, duties or responsibilities
  as a director or officer (or equivalent under the laws of any jurisdiction)
  of any Group Company;


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
any criminal prosecution brought against
  the Director; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
any administrative or regulatory
  proceedings or official investigation;


	
 

	
 

	
 

	
 


	
 

	
Group Company

	
the Company, any subsidiary of the
  Company from time to time and any Associated Company of which the Director is
  from time to time, at the specific request of any other Group Company, a
  director or officer (or equivalent under the laws of any jurisdiction);


	
 

	
 

	
 

	
 


	
 

	
holding company

	
a body corporate of which the Company is
  a subsidiary;


	
 

	
 

	
 

	
 


	
 

	
subsidiary

	
has the meaning set out in section 2:24a
  Dutch Civil Code; and


	
 

	
 

	
 

	
 


	
 

	
Wrongful Act

	
any actual or alleged negligence,
  default, breach of duty, breach of trust, error, misstatement, misleading
  statement, omission, breach of warranty of authority or other act.





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2

	
Indemnities








	
 

	
 

	
 


	
2.1

	
The Company shall (to the fullest extent
  permitted by the laws of any relevant jurisdiction) indemnify and hold the
  Director harmless against any liability of the Director arising out of the
  actual or purported exercise of (or any failure to exercise or any alleged
  failure to exercise) any of his powers, duties or responsibilities as a
  director or officer (or equivalent position under the laws of any relevant
  jurisdiction) of any Group Company or arising out of any Wrongful Act by the
  Director in relation to any Group Company or arising out of any matter
  claimed against the Director in his capacity as a director or officer (or
  equivalent position under the laws of any relevant jurisdiction) of any Group
  Company including (but not limited to) the reasonable costs and expenses
  incurred by the Director (in his capacity as a director or officer (or
  equivalent position under the laws of any relevant jurisdiction) of any Group
  Company) in defending any criminal, civil or regulatory proceedings, in
  connection with any application for relief under any statutory or regulatory
  provision, or arising out of any required attendance by the Director at any
  investigation into the affairs of any Group Company by any judicial,
  governmental, regulatory or other similar body. This clause is subject to the
  provisions of Book 2 of the Dutch Civil Code, the following sub-clauses and
  clause 3 below:


	
 

	
 

	
 


	
 

	
2.1.1

	
clause 2.1 does not provide any indemnity
  against any liability incurred by the Director to the Company or to any
  subsidiary or holding company of the Company or any subsidiary of any such
  holding company;







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2.1.2

	
clause 2.1 does not provide any indemnity
  against any liability incurred by the Director:








	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
in defending any criminal proceedings in
  which he is convicted; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
in defending any civil proceedings
  brought by the Company or any subsidiary or holding company of the Company or
  any subsidiary of any such holding company, in which judgment is given
  against him; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
in connection with any application for
  relief in which the court refuses to grant him such relief.








	
 

	
 

	
 


	
2.2

	
Without prejudice to the indemnities set
  out in clause 2.1 above and subject to clause 3 below, the Company shall to
  the fullest extent permitted by the laws of any applicable jurisdiction pay
  the reasonable legal and other expenses incurred or to be incurred by the
  Director in defending any proceedings (whether civil or criminal) or in
  applying for relief as they arise (or do anything to enable the Director to
  avoid incurring such expenditure) provided that, other than in the case of
  civil proceedings brought by any person other than the Company itself and any
  subsidiary or holding company of the Company or any subsidiary of any such
  holding company, the Director shall repay any amount so paid or advanced (or
  discharge any liability of the Company under any transaction connected with
  anything done to enable the Director to avoid incurring expenditure) not
  later than:


	
 

	
 


	
 

	
2.2.1

	
in the event of the Director being
  convicted in the proceedings, the date when the conviction becomes final; 


	
 

	
 

	
 


	
 

	
2.2.2

	
in the event of judgment being given
  against the Director in the proceedings, the date when the judgment becomes
  final; or


	
 

	
 

	
 


	
 

	
2.2.3

	
in the event of the court refusing to
  grant the Director relief on the application, the date when the refusal of
  relief becomes final.


	
 

	
 

	
 


	
2.3

	
For the purposes of clauses 2.1 and 2.2
  above, a conviction, judgment or refusal of relief becomes final:


	
 

	
 


	
 

	
2.3.1

	
if not appealed against, at the end of
  the period for bringing an appeal; or





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2.3.2

	
if appealed against, at the time when the
  appeal (or any further appeal) is disposed of,


	
 

	
 

	
 


	
 

	
and an appeal is disposed of if it (or
  any further appeal) is determined and the period for bringing any further
  appeal has ended or if it is abandoned or otherwise ceases to have effect.
  The term appeal includes cassation (cassatie). 


	
 

	
 


	
2.4

	
Without prejudice to the provisions of
  clauses 2.1 to 2.2 above, but subject to clause 3 below, when under any
  applicable law it would not be possible to indemnify the Director against the
  expenses referred to in clause 2.2 until such time as the Director has been
  acquitted or judgment has been given in his favour or the court has exercised
  its discretion to grant relief to the Director, the Director will be
  indemnified in full against such expenses on the occurrence of any such event.


	
 

	
 


	
2.5

	
The provisions of clauses 2.1 to 2.4
  above shall remain in force without any limit in time and will not be
  affected by the expiration or termination of the Director’s appointment
  however it may arise.


	
 

	
 


	
3 

	
Exclusions and limitations


	
 

	
 


	
3.1

	
Clause 2.1 above shall not provide any
  indemnity against any liability incurred by the Director if and to the extent
  that the relevant clause would otherwise be void and clause 2.1 above
  shall be construed accordingly.


	
 

	
 


	
3.2

	
Notwithstanding any other provisions of
  this agreement, the Company shall not be liable to indemnify the Director
  against any liability of the Director:


	
 

	
 

	
 


	
 

	
3.2.1

	
to pay a fine imposed in criminal
  proceedings or a sum payable to a regulatory authority by way of penalty in
  respect of non-compliance with any requirement of a regulatory nature
  (howsoever arising); or


	
 

	
 

	
 


	
 

	
3.2.2

	
arising out of, based upon or
  attributable to:








	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
the gaining by the Director of any
  personal profit or advantage to which the Director was not legally entitled
  to;


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
the Director’s wilful misconduct (opzet)
  or gross negligence (bewuste roekeloosheid; nalatigheid); or


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
the committing of any wilful misconduct
  or any dishonest, fraudulent or criminal act (bedrog) by the Director.





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3.3

	
For the purpose of determining the
  applicability of the exclusion in clause 3.2.2(b) above, the acts of any
  fellow directors or officers or of any other person shall not be imputed to
  the Director. The exclusion in clause 3.2.2(b) above shall only apply if and
  when it is established through a final judgment (within the meaning of clause
  2.3 above) adverse to the Director, or any admission by the Director that the
  relevant conduct did in fact occur. Until that time the indemnities and
  obligations under clause 2 above shall apply as if the exclusion in clause
  3.2.2(b) above did not exist.


	
 

	
 


	
3.4

	
Notwithstanding any other provision of
  this agreement:








	
 

	
 

	
 


	
 

	
3.4.1

	
the indemnities granted by the Company to
  the Director pursuant to clause 2 above shall be limited to those which would
  be specifically permitted to be given to the Director under the English
  Companies Act 2006 (if it applied); and


	
 

	
 

	
 


	
 

	
3.4.2

	
any contract of insurance purchased and
  maintained by the Company in accordance with clause 5 below shall be limited
  to that which would be specifically permitted to be maintained for the
  Director under the English Companies Act 2006 (if it applied).


	
 

	
 

	
 


	
4

	
Conduct of claims


	
 

	
 


	
4.1

	
The terms of any applicable directors’
  and officers’ insurance policy shall take precedence over the provisions of
  this clause 4, and in the case of any conflict, the Director shall comply
  with the terms of the policy in priority to the terms in this clause 4.


	
 

	
 


	
4.2

	
If the Director becomes aware of any
  circumstances which may lead to the Company being required to make any
  payment under clause 2 above, the Director shall:


	
 

	
 


	
 

	
4.2.1

	
as soon as practicable, give written
  notice of such circumstances to the Company;


	
 

	
 

	
 


	
 

	
4.2.2

	
not make any admission of liability,
  agreement or compromise with any person in relation to any such circumstances
  without the prior written consent of the Company, such consent not to be
  unreasonably withheld or delayed; and





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4.2.3

	
consult with the Company regarding the
  conduct of any Claim arising in connection with such circumstances and
  provide the Company with such information and copies of such documents
  relating to any such Claim as the Company may reasonably request.


	
 

	
 

	
 


	
4.3

	
In the event of any payment under this
  agreement, the Company shall be subrogated to the extent of such payment to
  all of the Director’s rights of recovery against third parties (including any
  claim under any applicable directors’ and officers’ insurance policy) in
  respect of the payment and the Director shall execute all papers required and
  shall do everything that may be necessary to secure any rights, including (a)
  the execution of any documents necessary to enable the Company effectively to
  bring an action in the name of the Director and (b) the provision of
  assistance as a witness.


	
 

	
 


	
5

	
Directors’ and officers’ insurance


	
 

	
 


	
 

	
Subject to
  clause 3 above, the Company shall use its best endeavours to purchase and
  maintain, directly or indirectly, while the Director is a director or officer
  (or holds an equivalent position under the laws of any relevant jurisdiction)
  of any Group Company and for a period of six years after he ceases to hold
  any such position, directors’ and officers’ liability insurance on terms
  which together are no less favourable than those generally available in the
  market from time to time under which the amount and scope of cover shall be
  comparable to the cover arranged by equivalent companies. The Company shall
  give written notice to the Director of any material changes in such
  directors’ and officers’ liability insurance cover during the period referred
  to above as soon as practicable after such changes become effective.



	
 

	
 


	
6

	
Miscellaneous


	
 

	
 


	
6.1

	
If any provision of this agreement is
  held to be illegal, void or unenforceable, in whole or in part, under any
  enactment or rule of law, it shall to that extent be deemed not to form part
  of this agreement and the enforceability of the remainder of this agreement
  shall not be affected but if it would be legal, valid and enforceable if any
  part or parts of the wording were deleted or restricted in a particular
  manner then the provision shall apply with such deletions or restrictions.





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6.2

	
The successors and personal
  representatives of the Director shall be entitled to the benefit of this
  agreement.


	
 

	
 


	
6.3

	
This agreement shall be governed by and
  construed in accordance with Dutch law and the parties submit any dispute
  which may arise out of, under, or in connection with this agreement to the
  exclusive jurisdiction of the courts in Amsterdam, the Netherlands.








	
 

	
 

	
 


	
Signed by /s/

	
 

	
 


	
 

	
 

	
 


	
PLAZA CENTERS N.V., 

	
 

	
 


	
 

	
 

	
 


	
By: 

	
 

	
 


	


	
 

	
 


	
Title:

	
 

	
 


	
 

	
 

	
 


	
Signed by /s/

	
 

	
 


	
 

	
 

	
 


	


	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 





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